On the surface, 2002’s Men in Black II looks like it was a big hit. After all, it made nearly $200 million in 2002 cash, so how could it be seen as anything other than a success?

While I wouldn’t call it a flop, I do think MIB2 should be viewed as a significant disappointment. The $190 million it earned represented a substantial drop from the original 1997 flick’s $250 million, and the sequel simply didn’t snare a lot of goodwill. It got most of its money early, didn’t boast great word of mouth, and generally became seen as a letdown by fans of the first movie.

Include me in that category. While I can’t say I loved the original, I enjoyed it quite a lot. On the other hand, the sequel was slow, dull and forgettable.

Given the lack of audience warmth generated by MIB2 and the enormous budgets the series required, it looked like the franchise ended in 2002. However, all involved decided to give it another go, so 10 years after MIB2, we finally got Men in Black 3.

Financially, MIB3 continued the downward slope. It took in a relatively modest $179 million, which made it the first in the franchise to fail to earn back its budget since the film cost a stunning $225 million.

However, it did bring back some of the luster to the series. While not on a par with the original, MIB3 proves to be much more satisfying than its immediate predecessor.

In a prologue, a sexy accomplice (Nicole Scherzinger) helps vicious alien villain “Boris the Animal” (Jemaine Clement) escape from LunarMax, a super-high-security prison located on the Moon. He goes back to the late 1960s to change the history that caused him to lose an arm and send him to prison.

How can he do this? With an assault on Men in Black Agent K (Tommy Lee Jones), the one who arrested Boris and caused the detachment of his limb. If Boris kills K in the past, this alters the future.

When K and partner Agent J (Will Smith) discover Boris on Earth, a rift occurs, as K dismisses J from the case. K does apologize, but before anything more can happen, he disappears.

This leaves an altered present, one that J feels a need to correct. He goes back in time to fix the changes wrought by Boris – and finds himself paired with a younger version of K (Josh Brolin). We follow their escapades in 1969 as they attempt to trap Boris and correct his misdeeds.

Time travel movies can become murky morasses full of illogical plot points and anachronisms. MIB3 manages to mostly avoid these, largely because it cares more about the characters than the period topics.

Not that you won’t find a mix of gags based on the movie’s use of the late 60s. We meet a mix of characters from the era and the film has fun with its ability to use hindsight. However, MIB3 doesn’t focus on these to the exclusion of all else, which makes those elements more effective.

It’s really the altered J/K dynamic that comes from the time travel that gives MIB3 its heart and spirit of fun. Brolin does a lot to help in that regard, as he channels Jones’ laconic take on K but doesn’t simply emulate the elder actor.

Brolin develops a performance that feels right but still manages to come across as his own. He adds depth and emotion to a character who could’ve just been a cartoon.

Brolin also interacts well with the film’s lead. Five years before MIB3, one might’ve argued that Will Smith was the biggest star in Hollywood, but he faded after that – largely due to an apparent self-imposed semi-exile, though. Smith made two movies in 2008 - Hancock and Seven Pounds - but didn’t do anything in the interim until MIB3. Nearly four years away from the big screen can seem like an eternity, so it’s natural that his status receded over that period.

MIB3 reminds us how likable and funny he can be. Smith and Brolin show great chemistry, and Smith manages to turn potentially lame lines into solid comedy. Smith has more than enough presence to carry most of the movie – unlike prior MIB flicks, he gets the majority of the screen time – and he allows his co-stars to excel as well.

Speaking of whom, Clement fares quite well as the movie’s villain, as he manages to seem both scary and funny at the same time. He delivers just enough menace to make us fear Boris and take him seriously as a world-killer, but Clement also offers subtle amusement as well. He becomes arguably the best MIB villain to date.

On the negative side, MIB3 does start a bit slowly, so it doesn’t really become especially interesting until it goes back to 1969. While the opening scenes offer crucial exposition, they still seem somewhat flat, and Jones appears a bit disinterested in his part. I’m glad we spend most of the movie with Brolin as K since he delivers a much more involved take on the character.

In addition, MIB3 suffers from surprisingly dodgy visual effects. While these don’t take me out of the film, they seem less impressive than I’d expect from a circa 2012 “A”-list movie with a $225 million budget.

These quibbles aside, I think MIB3 continues – and maybe finishes – the franchise on a positive note. Although it probably still isn’t as good as the original, it’s much better than MIB2, and it’s a lot closer to the quality of the first flick than one might expect. It gives us a fun ride with a good emotional punch along the way.

The Disc Grades: Picture A-/ Audio A-/ Bonus B-

Men in Black 3 appears in an aspect ratio of approximately 1.85:1 on this Blu-ray Disc. This became a high-quality presentation.

Sharpness was fine, as the movie offered solid clarity. Virtually no softness interfered with this tight, concise image. I saw no moiré effects or jaggies, and the film lacked edge haloes. Source flaws were non-existent, as I detected no specks, marks or other blemishes.

The film’s palette usually opted for a teal orientation, with splashes of orange as well. Within that design range, the colors seemed strong.

I also felt pleased with the DTS-HD MA 5.1 soundtrack of MIB3, as the soundfield appeared broad and engaging throughout the movie. All five speakers got a strong workout as they displayed a lot of discrete audio.

This made for a convincing environment as we heard plenty of atmosphere and objects swirl actively and appropriately about us. Segments like the chases and fights stood out as particularly dynamic, but a mix of action sequences kicked things into high gear. All these elements created excellent feelings of place and brought the material to life well.

Sound quality also appeared good. Dialogue was crisp and distinct. Speech showed no signs of edginess or any problems related to intelligibility.

Effects were always clear and dynamic, plus they displayed virtually no signs of distortion even when the volume level jumped fairly high; throughout explosions, blasts, and various elements, the track stayed clean.

Music sounded appropriately bright and accurate and portrayed the score appropriately. The mix featured some pretty solid bass at times, and the entire affair seemed nicely deep. Overall, the audio provided the expected levels of involvement and activity.

How did the Blu-ray compare to the DVD release? Audio showed more range and power, while visuals were much tighter and more concise, with stronger colors. The DVD offered lackluster visuals so the Blu-ray became an obvious improvement.

The show covers story/character subjects, cast and performances, Sonnenfeld’s work on the set, sets and locations, alien/makeup design and visual effects, props and production design, and general thoughts. This gives us a pretty standard – and fairly fluffy behind the scenes piece. That said, we learn a decent amount of information from it, so it’s not bad. While I’d like something more in-depth – and I wish we’d gotten a commentary – “Partners” delivers an acceptable program.

Next comes a three-minute, 54-second Gag Reel. It delivers a pretty standard mix of mistakes and silliness. It’s nothing special, but it has a few mildly amusing moments.

We progress with a Music Video for Pitbull’s “Back in Time”. I hoped this would sample the Huey Lewis song of the same name, but instead it uses the old Mickey and Sylvia tune “Love Is Strange” as its framework. It’s a forgettable update on that tune. The video itself mostly mixes shots of Pitbull and movie clips, though it does manage to attempt to put him in the action, so it’s a watchable piece.

With that we go to the Blu-ray’s exclusives, and we find two featurettes. The Evolution of Cool lasts 11 minutes, 14 seconds and features Sonnenfeld, Harlocker, Smith, Welch, Jones, Brown, Brolin, Parkes, and costume designer Mary Vogt.

“Cool” examines set, prop, vehicle and costume design, with an emphasis on period details for the 1969 scenes. The show brings us a brisk, informative reel.

Keeping It Surreal fills 10 minutes, 26 seconds with comments from Sonnenfeld, Redd, Ralston, Hahn, Baker, Cook, computer graphics supervisor David Seager and key artist Bart Mixon. This program digs into the movie’s effects, and like “Cool”, it does so in a tight, enjoyable way.

Under Scene Investigations, we get four segments with a total running time of 17 minutes, 25 seconds. We find “Lunar Prison Escape”, “Showdown at Mr. Wu’s”, “J’s Time Jump” and “The Monocycle Chase”, and across these we hear from Cohen, Redd, Ralston, Hahn, Harlocker, Cook, Mixon, Baker, Brown, computer graphics supervisor Brian Steiner, and actor Nicole Scherzinger.

As implied by the title, the “Investigations” give us details about the four specific sequences in question. These offer nice notes and dig into the scenes well.

Six Progression Reels appear as well: “MIB3 Trailer”, “Creating the Weasel”, “Alien Fish”, “Agent J Prepares to Time Jump”, “Monocycle Chase”, and “Creating Cape Canaveral”. These take up 17 minutes, 37 seconds and include comments from Ralston, Cook and Redd as well as text blurbs.

The “Reels” look at various effects used in the film, and we see these elements at different stages of completion. Overall, the “Reels” provide good information.

Finally, we find a game called Spot the Alien. It requires you to move a cursor around the screen and “shoot” aliens. It’s clumsy and no fun at all.

A second disc provides a DVD copy of the film. It duplicates the DVD I reviewed in 2012, so it comes with “Partners in Time”, the music video and the gag reel.

After the disappointing MIB2 - and a 10-year layoff – I didn’t expect much from Men in Black 3. To my happy surprise, the film manages to give us a clever, entertaining romp with a nice emotional payoff along the way. The Blu-ray boasts excellent picture and audio along with an informative set of supplements. MIB3 brings us a fun flick and a quality Blu-ray.